Orchid Cellmark (ORCH) 10-Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number: 000-30267

ORCHID CELLMARK INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3392819
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4390 US Route One Princeton, NJ	08540
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (609) 750-2200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

As of July 31, 2009, the registrant had 29,966,562 shares of common stock outstanding.

ORCHID CELLMARK INC.

INDEX TO FORM 10-Q

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1
	Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008	2
	Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008	3
	Consolidated Statement of Stockholders’ Equity and Comprehensive Income/Loss for the six months ended June 30, 2009	4
	Notes to Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	22
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
ITEM 3.	Defaults Upon Senior Securities	22
ITEM 4.	Submission of Matters to a Vote of Security Holders	22
ITEM 5.	Other Information	22
ITEM 6.	Exhibits	22
SIGNATURE		23

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ORCHID CELLMARK INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30 2009			December 31, 2008
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,619		$	14,998
Accounts receivable, net		10,833			9,826
Inventory		1,323			1,262
Prepaid and other current assets		954			1,392
Total current assets		29,729			27,478
Fixed assets, net		5,514			5,859
Goodwill		9,459			9,336
Other intangibles, net		6,713			7,570
Other assets		479			406
Total assets	$	51,894		$	50,649
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,435		$	2,544
Accrued expenses and other current liabilities		3,078			2,288
Current portion of long-term debt		—			338
Deferred revenue		986			842
Total current liabilities		6,499			6,012
Other liabilities		237			269
Total liabilities		6,736			6,281
Commitments and contingencies
Stockholders’ equity:
Preferred stock; authorized 5,000,000 shares
Series A redeemable convertible preferred stock; $0.001 per share par value; designated 5 shares; no shares issued or outstanding		—			—
Series A junior participating preferred stock; designated 1,000,000 shares; no shares issued or outstanding		—			—
Common stock; $0.001 par value; authorized 150,000,000 shares; issued 30,098,269 shares at June 30, 2009 and December 31, 2008		30			30
Additional paid-in capital		372,167			371,377
Accumulated other comprehensive income/loss		795			(980	)
Treasury stock at cost, 163,259 shares of common stock at June 30, 2009 and December 31, 2008		(1,587	)		(1,587	)
Accumulated deficit		(326,247	)		(324,472	)
Total stockholders’ equity		45,158			44,368
Total liabilities and stockholders’ equity	$	51,894		$	50,649

See accompanying notes to consolidated financial statements.

1

ORCHID CELLMARK INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Three and six months ended June 30, 2009 and 2008

(In thousands, except per share data)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Revenues:
Service revenues	$	14,687		$	15,164		$	28,530		$	29,559
Other revenues		—			60			121			192
Total revenues		14,687			15,224			28,651			29,751
Operating expenses:
Cost of service revenues		9,557			10,223			18,737			20,659
Research and development		192			206			351			426
Marketing and sales		1,216			1,551			2,380			3,123
General and administrative		3,730			4,359			7,745			9,051
Amortization of intangible assets		465			477			927			955
Total operating expenses		15,160			16,816			30,140			34,214
Operating loss		(473	)		(1,592	)		(1,489	)		(4,463	)
Other income (expense):
Interest income		33			94			42			246
Interest expense		1			(10	)		(2	)		(23	)
Other income (expense)		(26	)		284			(46	)		496
Total other income (expense), net		8			368			(6	)		719
Loss before income tax expense		(465	)		(1,224	)		(1,495	)		(3,744	)
Income tax expense (benefit)		138			(3	)		280			(249	)
Net loss	$	(603	)	$	(1,221	)	$	(1,775	)	$	(3,495	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.04	)	$	(0.06	)	$	(0.12	)
Shares used in computing basic and diluted net loss per share		29,935			29,935			29,935			29,935

See accompanying notes to consolidated financial statements.

2

ORCHID CELLMARK INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Six months ended June 30, 2009 and 2008

(In thousands)

(Unaudited)

	2009			2008
Cash flows from operating activities:
Net loss	$	(1,775	)	$	(3,495	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		790			611
Loss on sale of assets		—			1
Depreciation and amortization		1,964			2,366
Bad debt expense		105			(30	)
Changes in assets and liabilities:
Accounts receivable		(743	)		(1,751	)
Inventory		(61	)		(323	)
Prepaid and other assets		398			249
Accounts payable		(108	)		(346	)
Accrued expenses and other current liabilities		632	��		(52	)
Income taxes payable		156			(543	)
Deferred revenue		144			27
Other liabilities		(31	)		(487	)
Net cash provided by (used in) operating activities		1,471			(3,773	)
Cash flows from investing activities:
Capital expenditures		(371	)		(681	)
Decrease in restricted cash		—			958
Net cash provided by (used in) investing activities		(371	)		277
Cash flows from financing activities:
Net proceeds from issuance of common stock		—			1
Repayment of debt		(338	)		(142	)
Net cash used in financing activities		(338	)		(141	)
Effect of foreign currency translation on cash and cash equivalents		859			(27	)
Net increase (decrease) in cash and cash equivalents		1,621			(3,664	)
Cash and cash equivalents at beginning of period		14,998			20,918
Cash and cash equivalents at end of period	$	16,619		$	17,254

See accompanying notes to consolidated financial statements.

3

ORCHID CELLMARK INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity and Comprehensive Income/Loss

Six months ended June 30, 2009

(In thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income/Loss			Treasury Stock			Accumulated Deficit			Total Stockholders’ Equity
	Number of Shares	Amount
Balance at January 1, 2009	30,098	$	30	$	371,377	$	(980	)	$	(1,587	)	$	(324,472	)	$	44,368
Net loss	—		—		—		—			—			(1,775	)		(1,775	)
Foreign currency translation adjustment	—		—		—		1,775			—			—			1,775
Comprehensive income/loss																—
Stock-based compensation expense	—		—		790		—			—			—			790
Balance at June 30, 2009	30,098	$	30	$	372,167	$	795		$	(1,587	)	$	(326,247	)	$	45,158

See accompanying notes to consolidated financial statements.

4

ORCHID CELLMARK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements of Orchid Cellmark Inc. and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (US) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the US (GAAP) for complete annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results that may be expected for a full year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2008, as amended (the Annual Report), as filed with the Securities and Exchange Commission (SEC) on March 16, 2009.

There have been no changes to the Company’s critical accounting policies as disclosed in the Annual Report.

(2) Net Loss per Share

Net loss per share is computed in accordance with Statement of Financial Accounting Standards (FAS) No. 128,Earnings Per Share, by dividing the net loss for the period by the weighted average number of shares of common stock outstanding. During each period presented, the Company has certain options that have not been included in the calculation of diluted net loss per share because to do so would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are equal.

(3) Inventory

Inventory is comprised of the following at June 30, 2009 and December 31, 2008 (in thousands):

	June 30, 2009		December 31, 2008
Raw materials	$	817	$	832
Work in progress		499		426
Finished goods		7		4
	$	1,323	$	1,262

Raw materials consist mainly of reagents, enzymes, chemicals and plates used in DNA testing. Work in progress consists mainly of case work not yet completed and DNA testing kits that are being processed. Finished goods consist mainly of DNA testing kits that have not yet been shipped.

(4) Goodwill and Other Intangible Assets

The following table sets forth the activity for goodwill during the six months ended June 30, 2009 (in thousands):

Balance as of January 1, 2009	$	9,336
Effect of foreign currency translation		123
Balance as of June 30, 2009	$	9,459

5

ORCHID CELLMARK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The following table sets forth the Company’s other intangible assets at June 30, 2009 and December 31, 2008 (in thousands):

	June 30, 2009							December 31, 2008
	Cost (1)		Accumulated Amortization			Net		Cost (1)		Accumulated Amortization			Net
Customer list	$	6,858	$	(4,556	)	$	2,302	$	6,741	$	(4,178	)	$	2,563
Patents and know-how		4,902		(3,033	)		1,869		4,894		(2,820	)		2,074
Trademark/tradename		4,290		(2,973	)		1,317		4,194		(2,731	)		1,463
Base technology		6,035		(4,813	)		1,222		5,978		(4,516	)		1,462
Non-compete agreements		20		(17	)		3		20		(12	)		8
Totals	$	22,105	$	(15,392	)	$	6,713	$	21,827	$	(14,257	)	$	7,570

(1) Cost includes the cumulative historical effect of foreign currency translation on intangible assets acquired in a prior business combination. This cumulative historical effect of foreign currency translation amounted to $281 thousand and $4 thousand as of June 30, 2009 and December 31, 2008, respectively.

(5) Fixed Assets

Fixed assets are comprised of the following at June 30, 2009 and December 31, 2008 (in thousands):

	June 30, 2009			December 31, 2008
Laboratory equipment	$	14,488		$	13,405
Leasehold improvements		6,610			6,122
Computers and software		5,024			5,454
Furniture and fixtures		1,671			1,529
Leasehold improvements		27,793			26,510
Less accumulated depreciation and amortization		(22,279	)		(20,651	)
	$	5,514		$	5,859

Depreciation expense for the Company’s fixed assets for the six months ended June 30, 2009 and 2008 was $1.0 million and $1.4 million, respectively.

(6) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are comprised of the following at June 30, 2009 and December 31, 2008 (in thousands):

	June 30, 2009		December 31, 2008
VAT and other taxes	$	1,346	$	966
Professional fees		508		441
Employee compensation		575		376
Facility related accruals		335		273
Restructuring and ReliaGene acquisition related accruals		—		40
Other		314		192
	$	3,078	$	2,288

(7) Income Taxes

As of June 30, 2009 and December 31, 2008, the Company has no unrecognized income tax benefits related to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The tax years 2005 to 2008 remain open to examination by the United Kingdom (UK) taxing authorities and the tax years 2005 to 2008 remain open to examination by the US taxing authorities. The Company is currently undergoing a tax review by UK taxing authorities for the 2005 tax year, which the Company does not expect to result in any additional tax liabilities. In addition, the US taxing authorities may examine the tax years from the Company’s inception in 1995 through

6

ORCHID CELLMARK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

2004, but are generally barred from adjusting the tax liabilities in excess of the net operating losses generated in any of those tax years.

(8) Recently Issued Accounting Pronouncements

Effective January 1, 2009, the Company adopted all the provisions of FAS No. 157,Fair Value Measurements(FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. FAS 157 does not expand or require any new fair value measures, however, the application of this statement may change current practice. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted FAS No. 141 (revised 2007),Business Combinations (FAS 141(R)), which replaces FAS No. 141, Business Combinations. FAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. FAS 141(R) applies prospectively to the Company’s business combinations for which the acquisition date is on or after January 1, 2009. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted FASB Staff Position (FSP) No. 142-3,Determination of the Useful Life of Intangible Assets(FSP 142-3). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under FAS 142. FSP 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS 141(R) and other GAAP. The measurement provisions of this standard apply only to intangible assets of the Company acquired on or after January 1, 2009. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted FSP Emerging Issues Task Force (EITF) Issue No. 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted EITF Issue No. 07-5,Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted FSP No. 133-1 and FIN No. 45-4,Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (FSP 133-1 and FIN 45-4). FSP 133-1 and FIN 45-4 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees. It also clarifies that the disclosure requirements of FAS 161 are effective for quarterly periods beginning after November 15, 2008, and fiscal years that include those periods. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted EITF Issue No. 08-5,Issuer’s Accounting for Liabilities Measured at Fair Value With a Third-Party Credit Enhancement(EITF 08-5). EITF 08-5 provides guidance for measuring liabilities issued with an attached third-party credit enhancement (such as a guarantee). It clarifies that the issuer of a liability with a third-party credit enhancement (such as a guarantee) should not include the effect of the credit enhancement in the fair value measurement of the liability. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued Statement No. 165,Subsequent Events (FAS 165). FAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may have

7

ORCHID CELLMARK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

occurred for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Company adopted FAS 165 as of June 30, 2009, which was the required effective date. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements. The Company evaluated its June 30, 2009 financial statements for subsequent events through July 30, 2009, the date the financial statements were available to be issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

(9) Comprehensive Income/Loss

Comprehensive income/loss is comprised of net earnings and foreign currency translation adjustments. Total comprehensive income/(loss) for the three months ended June 30, 2009 and 2008 was $1.4 million and $(1.2) million, respectively and total comprehensive income/(loss) for the six months ended June 30, 2009 and 2008 was zero and $(3.5) million, respectively. The difference from net loss for the three and six months ended June 30, 2009 and 2008 consists of foreign currency translation adjustments. Accumulated other comprehensive loss as reflected in the consolidated balance sheets consists of cumulative foreign currency translation adjustments.

(10) Legal Proceedings

On or about November 21, 2001, a complaint was filed in the United States District Court for the Southern District of New York naming the Company as a defendant, along with certain of its former officers and underwriters. An amended complaint was filed on April 19, 2002. The complaint, as amended, purportedly was filed on behalf of persons purchasing the Company’s stock between May 4, 2000 and December 6, 2000, and alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The amended complaint alleges that, in connection with the Company’s May 5, 2000 initial public offering (IPO), the defendants failed to disclose additional and excessive commissions purportedly solicited by and paid to the underwriter defendants in exchange for allocating shares of the Company’s stock to preferred customers and alleged agreements among the underwriter defendants and preferred customers tying the allocation of IPO shares to agreements to make additional aftermarket purchases at pre-determined prices. Plaintiffs claim that the failure to disclose these alleged arrangements made the Company’s registration statement on Form S-1 filed with the SEC in May 2000 and the prospectus, a part of the registration statement, materially false and misleading. Plaintiffs seek unspecified damages. The Company believes that the allegations are without merit and has, and intends to continue to, vigorously defend itself against plaintiffs’ claims. In this regard, on or about July 15, 2002, the Company filed a motion to dismiss all of the claims against it and its former officers. On October 9, 2002, the Court dismissed without prejudice only the Company’s former officers, Dale R. Pfost and Donald R. Marvin, from the litigation in exchange for the Company entering into a tolling agreement with plaintiffs’ executive committee. On February 19, 2003, the Company received notice of the Court’s decision to dismiss the Section 10(b) claims against the Company. Plaintiffs and the defendant issuers involved in related IPO securities litigation, including the Company, have agreed in principal on a settlement that, upon a one-time surety payment by the defendant issuers’ insurers, would release the defendant issuers and their individual officers and directors from claims and any future payments or out-of-pocket costs. On March 10, 2005, the Court issued a memorandum and order (i) preliminarily approving the settlement, contingent on the parties’ agreement on modifications of the proposed bar order in the settlement documents, (ii) certifying the parties’ proposed settlement classes, (iii) certifying the proposed class representatives for the purposes of the settlement only, and (iv) setting a further hearing for the purposes of (a) making a final determination as to the form, substance and program of notice of proposed settlement and (b) scheduling a public fairness hearing in order to determine whether the settlement can be finally approved by the Court. On April 24, 2006, the Court held a fairness hearing and took motion for final approval under advisement.

In related proceedings against the underwriters, the United States Court of Appeals for the Second Circuit ruled on December 5, 2006 that the District Court’s certification of class actions against the underwriters in six “focus” cases was vacated and remanded for further proceedings. In so doing, the Second Circuit ruled that “the cases pending on this appeal may not be certified as class actions.” On April 6, 2007, the Second Circuit denied the plaintiffs’ petition for rehearing, and no further appeals have been taken.

As a result of the Second Circuit’s ruling, the plaintiffs and the issuers stipulated on June 22, 2007 that the Stipulation and Agreement of Settlement with Defendant Issuers and Individuals, which was originally submitted to the Court on June 10, 2004, was terminated, which resolved the motion for final approval of the class action settlement with the issuers and individual defendants. The Court entered the parties’ stipulation as an Order on June 25, 2007. As a result of these developments, the plaintiffs have filed amended complaints against the underwriters and “focus case” issuers and individuals and are attempting to certify a class action.

8

ORCHID CELLMARK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In response to the amended complaints, the underwriters and “focus case” issuers moved to dismiss the amended complaints. On March 26, 2008, the motion to dismiss was granted in part and denied in part. As a result, the Court will proceed with the plaintiffs’ amended complaints against the underwriters and “focus case” issuers to determine whether class actions can be certified.

The Company is a defendant in litigation pending in the Southern District of New York entitled Enzo Biochem, Inc. et al. (Enzo) v. Amersham PLC, et al. (Amersham), filed in October 2002. By their complaint, plaintiffs allege that certain defendants (i) breached their distributorship agreements by selling certain products for commercial development (which they allege was not authorized), (ii) infringed plaintiffs’ patents through the sale and use of certain products and (iii) are liable for unfair competition and tortious interference with contractual relations. The Company did not have a contractual relationship with plaintiffs, but is alleged to have purchased the product at issue from one of the other defendants. The Company has sold the business unit that was allegedly engaged in the unlawful conduct. As a result, there is no relevant injunctive relief to be sought from the Company. The complaint seeks damages in an undisclosed amount. Most of the fact discovery in the case has been taken, and a Markman hearing to construe the patent claims was conducted in early July 2005. On July 17, 2006, the Court ruled in the Company’s favor on its construction of the patents asserted against the Company, and the co-defendants, including the Company, moved for summary judgment on all claims against it in January 2007. A hearing on the defendants’ motions for summary judgment occurred on July 17-18, 2007, and the Court reserved ruling on the motions, taking them under advisement. Such matter has been delayed due to the death of the judge and the assignment of a new judge.

In other litigation brought by Enzo against another defendant under the same patents asserted against the Company, a Connecticut Federal Court has invalidated the patents asserted there and asserted against the Company in the New York case. That decision is on appeal. As a result of these developments, the defendants in the Enzo v. Amersham case requested a conference before the Court in order to determine how to proceed. Such conference was held on March 4, 2008 and the Court has not yet ruled on such determination.

On June 5, 2008, the Company and Beckman Coulter, Inc., or Beckman, filed suit against Sequenom, Inc., or Sequenom, in the United States District Court for the Southern District of California alleging infringement of U.S. patent numbers 5,888,819, 6,004,744 and 6,537,748. This lawsuit seeks damages and injunctive relief. Sequenom filed an answer and counterclaims on August 15, 2008. A reply to the counterclaims was filed on August 29, 2008. On June 22, 2009, the parties filed a stipulation of dismissal which dismissed the lawsuit with prejudice.

Additionally, the Company has certain other claims against it arising from the normal course of its business. The ultimate resolution of such matters, including those cases disclosed above, in the opinion of management, will not have a material effect on the Company’s financial position and liquidity, but could have a material impact on the Company’s results of operations for any reporting period.

9

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2009 and for the three and six months ended June 30, 2009 and 2008 should be read in conjunction with our unaudited Consolidated Financial Statements and related unaudited Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

OVERVIEW

We are engaged in the provision of DNA testing services that generate genetic profile information by analyzing an organism’s unique genetic identity. We focus our business on DNA testing primarily for human identity and, to a lesser extent, agricultural applications. In the human identity area, we principally provide DNA testing services for forensic, family relationship and, to a lesser extent, security applications. Forensic DNA testing is primarily used to confirm that a suspect committed a particular crime, to exonerate an innocent person or to establish or maintain databases of individuals convicted of crimes or, in some instances, arrested in connection with crimes. We are also engaged in the provision of non-DNA forensic laboratory services. Family relationship DNA testing is used to establish whether two or more people are genetically related. DNA testing is used by individuals and employers in security applications to establish or store a person’s genetic profile for identification purposes in the event of an emergency or accident. In agricultural applications, we provide DNA testing services for selective trait breeding.

We have operations in the United States, or US, and in the United Kingdom, or UK, and the majority of our current customers are based in these two countries. Our forensic, family relationship and security DNA testing services are conducted in both the US and the UK, while all of our agricultural DNA testing services are conducted in the UK. Based on our review of publicly available information regarding contract sizes and competitor activity, supplemented by industry publications and third-party market assessment data, we believe that the US and UK are two of the largest existing markets for DNA testing services today. In the US and UK, a significant amount of our current testing activity is under established non-exclusive contracts with government agencies. These contracts are usually awarded through a sealed bid process and, when awarded, typically have a term from one to three years. We believe that our experience and reputation as a reliable provider of services to government agencies is a valued credential that can be used in securing both new contracts and renewing existing contracts.

Our operations in the US accounted for 51% and 56% of our total revenues for the three months ended June 30, 2009 and 2008, respectively. We continue to experience significant price competition in our forensics and paternity testing businesses. As a result, we are focused on improving our operational execution to increase throughput in our laboratories and lower aggregate operating costs. In particular, in our forensics business we have reduced our sample processing time and decreased the number of samples that need to be retested. In addition, we believe that our forensic and paternity laboratory testing volumes, combined with the business that we acquired as part of the acquisition of ReliaGene Technologies Inc., or ReliaGene, have increased our operational efficiencies.

Our operations in the UK accounted for 49% and 44% of our total revenues for the three months ended June 30, 2009 and 2008, respectively. Prior to the three months ended June 30, 2008, a significant portion of our UK revenues were derived through our agreement with LGC Ltd., or LGC. LGC is a provider of analytical and diagnostic services and one of our competitors in providing DNA testing services in the UK. Our prior agreement with LGC was terminated effective July 15, 2007 and we then entered into a series of temporary extension agreements with LGC. LGC is now providing DNA testing services directly to several police forces in the UK that were previously serviced by us on a subcontract basis. We continue to provide some DNA testing services to police forces through LGC on a limited basis. We also continue to focus on providing our services directly to UK police forces. In 2007, we were successful in winning forensic work with different UK police forces and, in February 2008, we were awarded, overall, a significant portion of the service packages we bid on in the North West/South West and Wales regional tender. We were awarded work from nine of the fourteen police forces that participated in this tender. Under the terms of the award, we are providing forensic services, including DNA testing of database crime scene samples, forensic casework and database testing services under the UK’s Police and Criminal Evidence Act, or PACE, for multiple police forces that collectively tendered their work. This award followed a rigorous and competitive bidding process. We believe that the actions we have taken to date have enabled us to successfully transition from our prior reliance on revenues derived from LGC to directly providing these services to police forces in the UK. In addition, we expect the remaining police forces in the UK to tender their work through the UK’s National Procurement Plan with tendering expected to continue through at least a 24-month period.

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Operating Highlights

Our revenues are predominately generated from DNA testing services provided to our customers. Our costs and expenses include costs of service revenues, research and development expenses, marketing and sales expenses, general and administrative expenses, amortization expense and other income and expense. Costs of service revenues consist primarily of salaries and related personnel costs, laboratory supplies, fees paid for the collection of samples, depreciation and facility expenses. Research and development expenses consist primarily of salaries and related costs, laboratory supplies and other expenses related to the design, development, testing and enhancement of our services. Marketing and sales expenses consist of salaries and benefits for marketing and sales personnel within our organization and all related costs of selling and marketing our services. General and administrative expenses consist primarily of salaries and related expenses for executive, finance and administrative personnel, professional fees, insurance and other corporate expenses.

Our operating results improved for the three months ended June 30, 2009 as compared to the same period in 2008. Overall, for the three months ended June 30, 2009 as compared to the three months ended June 30, 2008, total revenues decreased approximately 4%, while gross margin, as percentage of service revenues, increased from approximately 33% to approximately 35%. For the three months ended June 30, 2009 as compared to the same period in 2008, our UK revenues increased by approximately 7% as a result of increased forensics revenues due to increased volume. In the US we experienced increased revenues in our forensic casework testing services, due to increased volume, and government paternity testing services. The increased revenues in our US forensic casework testing services and government paternity testing services were offset by a significant decrease in testing services involving DNA profile uploads into the Combined DNA Index System, or CODIS, and individual state databases. The increase in gross margin, as a percentage of service revenue, was the result of added sample volumes for our forensics testing services in the UK and forensics casework testing services and government paternity testing services in the US, as well as reductions in personnel and supply expenses. For the three months ended June 30, 2009, our operating expenses, other than cost of service revenues, decreased by approximately 15% as compared to the same period in 2008, as a result of decreased general and administrative and marketing and sales expenses, in particular decreased personnel costs and professional fees, as well as the impact of the exchange rate movement of the British pound as compared to the US dollar.

Our operating results also improved for the six months ended June 30, 2009 as compared to the same period in 2008. Overall, for the six months ended June 30, 2009 as compared to the six months ended June 30, 2008, total revenues decreased approximately 4%, while gross margin, as a percentage of service revenues, increased from approximately 30% to approximately 34%. We experienced revenue increases in our UK forensic and immigration testing services and in our US forensic casework and government paternity testing services. The increased revenues in some of our testing services were offset by decreased revenues in our private paternity and CODIS individual state database testing services. The increase in gross margin, as a percentage of service revenue, was primarily a result of increased forensic testing services. Cost of service revenues decreased due to lower personnel costs and lower lab supply costs as a result of process improvements. For the six months ended June 30, 2009, our operating expenses, other than cost of service revenues, decreased by approximately 16% as compared to the same period in 2008, primarily as a result of decreased general and administrative expenses, due to lower professional fees including legal expenses related to a sizable state paternity contract that was awarded to us and protested by a competitor in 2008.

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RESULTS OF OPERATIONS

The following table sets forth a quarter-over-quarter comparison of the components of our net loss for the three months ended June 30, 2009 and 2008:

	(In thousands)
	2009			2008			$ Change			% Change
Total revenues	$	14,687		$	15,224		$	(537	)	(4	)%
Cost of service revenues		9,557			10,223			(666	)	(7	)
Research and development		192			206			(14	)	(7	)
Marketing and sales		1,216			1,551			(335	)	(22	)
General and administrative		3,730			4,359			(629	)	(14	)
Amortization of intangible assets		465			477			(12	)	(3	)
Total other income (expense), net		8			368			(360	)	(98	)
Income tax expense (benefit)		138			(3	)		141		>100
Net loss		(603	)		(1,221	)		618		51

Revenues

Total revenues for the three months ended June 30, 2009 of $14.7 million represented a decrease of $537 thousand, or approximately 4%, as compared to revenues of $15.2 million for the comparable period in 2008.

Our US service revenues for the three months ended June 30, 2009 of $7.5 million decreased by approximately $1.0 million, or approximately 11%, as compared to $8.5 million for the comparable period in 2008, primarily due to a significant decrease in CODIS business, which we believe to be a temporary decline as state backlogs continue to build. We believe that a contributing factor to these backlogs is the transition in the bidding process that has given the states a more decisive role in deciding to whom and when they can outsource their CODIS business. This decrease was partly offset by increases in revenues from our forensic casework and government paternity testing services due to increased volume.

Revenues from our UK-based testing services of $7.1 million for the three months ended June 30, 2009 increased by $434 thousand, or approximately 7%, as compared to the comparable period in 2008. For the three months ended June 30, 2009, as compared to the comparable period in 2008, our UK revenues were unfavorably impacted approximately 21% as a result of the exchange rate movement of the British pound as compared to the US dollar. Despite the adverse effect of exchange rate movements, our UK-based revenue increase was driven by an increase in forensics revenues, as work awarded under the North West/South West and Wales’s regional tender and pilot work has replaced and surpassed revenues previously generated under our expired LGC agreement. Partly offsetting the forensics revenue increase, we experienced revenue declines due to the expected decrease in agricultural testing and decreased revenue in paternity testing services.

We previously performed forensic testing services for several police forces throughout the UK through our subcontractor agreement with LGC. Prior to the three months ended June 30, 2008, a significant portion of our UK revenues were derived through our agreement with LGC Ltd., or LGC. LGC is a provider of analytical and diagnostic services and one of our competitors in providing DNA testing services in the UK. Our agreement with LGC was terminated effective July 15, 2007 and we then entered into a series of temporary extension agreements with LGC. LGC is now providing DNA testing services directly to several police forces in the UK that were previously serviced by us on a subcontract basis. We continue to provide some DNA testing services to police forces through LGC on a limited basis. We also continue to focus on providing our services directly to UK police forces. In 2007, we were successful in winning forensic work with different UK police forces and, in February 2008, we were awarded, overall, a significant portion of the service packages we bid on in the North West/South West and Wales regional tender. We were awarded work from nine of the fourteen police forces that participated in this tender. Under the terms of the award, we are providing forensic services, including DNA testing of database crime scene samples, forensic casework and PACE samples for multiple police forces that collectively tendered their work. This award followed a rigorous and competitive bidding process. In addition, we expect the remaining police forces in the UK to tender their work through the UK’s National Procurement Plan, with tendering expected to continue through at least a 24-month period.

During the three months ended June 30, 2009 and 2008, we recognized zero and $60 thousand, respectively, in other revenues, specifically license revenues.

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Cost of Service Revenues

Cost of service revenues were $9.6 million, or approximately 65% of service revenues, for the three months ended June 30, 2009, compared to $10.2 million, or approximately 67% of service revenues, for three months ended June 30, 2008. For three months ended June 30, 2009, as compared to the comparable period in 2008, our UK cost of service revenues were favorably impacted approximately 21% as a result of the exchange rate movement of the British pound as compared to the US dollar. In the US, cost of service revenues decreased due to lower personnel costs and to lower lab supply costs as a result of process improvements. Our gross margin percentage increased by approximately 2% from 33% for the three months ended June 30, 2008 to 35% for the three months ended June 30, 2009. This increase is a result of added sample volumes for our forensics testing services in the UK and forensics casework testing services and government paternity testing services in the US, productivity enhancements in the US and the UK, as well as reductions in personnel and supply expenses in the US.

Research and Development

Research and development expenses for the three months ended June 30, 2009 and 2008 were $192 thousand and $206 thousand, respectively. The decrease in research and development expenses was primarily due to reduced personnel costs and the impact of the exchange rate movement of the British pound as compared to the US dollar.

Marketing and Sales

Marketing and sales expenses for the three months ended June 30, 2009 and 2008 were $1.2 million and $1.6 million, respectively. The decrease in marketing and sales expenses was primarily due to decreased personnel costs and the impact of the exchange rate movement of the British pound as compared to the US dollar.

General and Administrative

General and administrative expenses for the three months ended June 30, 2009 and 2008 were $3.7 million and $4.4 million, respectively. The decrease in general and administrative expenses is primarily due to decreased professional fees, including non-recurring legal fees related to a sizable state paternity contract that was awarded to us and protested by a competitor in 2008 and the impact of the exchange rate movement of the British pound as compared to the US dollar.

Amortization of Intangible Assets

During the three months ended June 30, 2009 and 2008, we recorded $465 thousand and $477 thousand of amortization expense, respectively.

Total Other Income (Expense), Net

Interest income for the three months ended June 30, 2009 was $33 thousand, compared to $94 thousand during the same period of the prior year, due to lower interest rates and lower average cash balances in 2009.

Interest expense for the three months ended June 30, 2009 and 2008 was a benefit of $1 thousand and an expense of $10 thousand, respectively. This interest expense was related to debt assumed as result of the acquisition of ReliaGene.

Other expense for the three months ended June 30, 2009 was $26 thousand, primarily consisting of non-cash gains from reductions in the fair value of certain liabilities. Other income for the three months ended June 30, 2008 was $284 thousand, primarily consisting of non-cash gains from reductions in the fair value of certain liabilities.

Income Tax Expense

During the three months ended June 30, 2009 and 2008, we recorded an income tax expense of $138 thousand and an income tax benefit of $3 thousand, respectively, primarily related to our UK business. No tax benefit was recorded relating to our US business’ losses as management deemed that it was not likely that such tax benefit would be realized.

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Net Loss

For the three months ended June 30, 2009, we reported a net loss of $603 thousand, which represents a decrease of 51% as compared to a net loss of $1.2 million for the three months ended June 30, 2008.

The following table sets forth a comparison of the components of our net loss for the six months ended June 30, 2009 and 2008:

	(In thousands)
	2009			2008			$ Change			% Change
Total revenues	$	28,651		$	29,751		$	(1,100	)	(4	)%
Cost of service revenues		18,737			20,659			(1,922	)	(9	)
Research and development		351			426			(75	)	(18	)
Marketing and sales		2,380			3,123			(743	)	(24	)
General and administrative		7,745			9,051			(1,306	)	(14	)
Amortization of intangible assets		927			955			(28	)	(3	)
Total other income (expense), net		(6	)		719			(725	)	>(100	)
Income tax expense (benefit)		280			(249	)		529		>100
Net loss		(1,775	)		(3,495	)		1,720		49

Revenues

Total revenues for the six months ended June 30, 2009 of $28.7 million represented a decrease of $1.1 million, or approximately 4%, as compared to revenues of $29.8 million for the comparable period in 2008.

Our US service revenues for the six months ended June 30, 2009 of $15.0 million decreased by $1.5 million, or approximately 9%, as compared to $16.5 million for the comparable period in 2008, primarily due to a significant decrease in CODIS business, which we believe to be a temporary decline as state backlogs continue to build. We believe that a contributing factor to these backlogs is the transition in the bidding process that has given the states a more decisive role in deciding to whom and when they can outsource their CODIS business. This decrease was partly offset by increases in revenues from our forensic casework and government paternity testing services due to increased volume.

Revenues from our UK-based testing services of $13.5 million for the six months ended June 30, 2009 increased by $487 thousand, or approximately 4%, as compared to the comparable period in 2008. For the six months ended June 30, 2009, as compared to the comparable period in 2008, our UK revenues were unfavorably impacted approximately 25% as a result of the exchange rate movement of the British pound as compared to the US dollar. Despite the adverse effect of exchange rate movements, our UK-based revenue increase was driven by an increase in forensics revenues, as work awarded under the North West/South West and Wales’s regional tender and pilot work has replaced and surpassed revenues previously generated under our expired LGC agreement. Partly offsetting the forensics revenue increase, we experienced revenue declines due to the expected decrease in agricultural testing and decreased revenue in paternity testing services.

We previously performed forensic testing services for several police forces throughout the UK through our subcontractor agreement with LGC. Prior to the three months ended June 30, 2008, a significant portion of our UK revenues were derived through our agreement with LGC Ltd., or LGC. LGC is a provider of analytical and diagnostic services and one of our competitors in providing DNA testing services in the UK. Our agreement with LGC was terminated effective July 15, 2007 and we then entered into a series of temporary extension agreements with LGC. LGC is now providing DNA testing services directly to several police forces in the UK that were previously serviced by us on a subcontract basis. We continue to provide some DNA testing services to police forces through LGC on a limited basis. We also continue to focus on providing our services directly to UK police forces. In 2007, we were successful in winning forensic work with different UK police forces and, in February 2008, we were awarded, overall, a significant portion of the service packages we bid on in the North West/South West and Wales regional tender. We were awarded work from nine of the fourteen police forces that participated in this tender. Under the terms of the award, we are providing forensic services, including DNA testing of database crime scene samples, forensic casework and PACE samples for multiple police forces that collectively tendered their work. This award followed a rigorous and competitive bidding process. In addition, we expect the remaining police forces in the UK to tender their work through the UK’s National Procurement Plan, with tendering expected to continue through at least a 24-month period.

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During the six months ended June 30, 2009 and 2008, we recognized $121 thousand and $192 thousand, respectively, in other revenues, specifically license revenues.

Cost of Service Revenues

Cost of service revenues were $18.7 million, or approximately 65% of service revenues, for the six months ended June 30, 2009, compared to $20.7 million, or approximately 70% of service revenues, for six months ended June 30, 2008. For six months ended June 30, 2009, as compared to the comparable period in 2008, our UK cost of service revenues were favorably impacted approximately 25% as a result of the exchange rate movement of the British pound as compared to the US dollar. In the US, cost of service revenues decreased due to lower personnel costs and to lower lab supply costs as a result of process improvements. Our gross margin percentage increased by approximately 4% from 30% for the six months ended June 30, 2008 to 34% for the six months ended June 30, 2009. This increase is a result of added sample volumes for our forensics testing services in the UK and forensics casework testing services and government paternity testing services in the US, productivity enhancements in the US and the UK, as well as reductions in personnel and supply expenses in the US.

Research and Development

Research and development expenses for the six months ended June 30, 2009 and 2008 were $351 thousand and $426 thousand, respectively. The decrease in research and development expenses was primarily due to reduced personnel costs and laboratory supplies and the impact of the exchange rate movement of the British pound as compared to the US dollar.

Marketing and Sales

Marketing and sales expenses for the six months ended June 30, 2009 and 2008 were $2.4 million and $3.1 million, respectively. The decrease in marketing and sales expenses was primarily due to decreased personnel and advertising costs and the impact of the exchange rate movement of the British pound as compared to the US dollar.

General and Administrative

General and administrative expenses for the six months ended June 30, 2009 and 2008 were $7.7 million and $9.1 million, respectively. The decrease in general and administrative expenses is primarily due to decreased professional fees, including non-recurring legal fees related to a sizable state paternity contract that was awarded to us and protested by a competitor in 2008 and the impact of the exchange rate movement of the British pound as compared to the US dollar.

Amortization of Intangible Assets

During the six months ended June 30, 2009 and 2008, we recorded $927 thousand and $955 thousand of amortization expense, respectively.

Total Other Income (Expense), Net

Interest income for the six months ended June 30, 2009 was $42 thousand, compared to $246 thousand during the same period of the prior year, due to lower interest rates and lower average cash balances in 2009.

Interest expense for the six months ended June 30, 2009 and June 30, 2008 was $2 thousand and $23 thousand, respectively. This interest expense was related to debt assumed as result of the acquisition of ReliaGene in the fourth quarter of 2007.

Other expense for the six months ended June 30, 2009 was $46 thousand, primarily consisting of non-cash gains from reductions in the fair value of certain liabilities. Other income for the six months ended June 30, 2008 was $496 thousand, primarily consisting of non-cash gains from reductions in the fair value of certain liabilities.

Income Tax Expense

During the six months ended June 30, 2009, we recorded an income tax expense of $280 thousand primarily related to our UK business. During the six months ended June 30, 2008, we recorded an income tax benefit of $249 thousand, primarily as a result a write down in our unrecognized income tax benefits and corresponding recognition of

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an income tax benefit of $175 thousand. No tax benefit was recorded relating to our US business’ losses as management deemed that it was not likely that such tax benefit would be realized.

Net Loss

For the six months ended June 30, 2009, we reported a net loss of $1.8 million, which represents a decrease of 49% as compared to a net loss of $3.5 million for the six months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009, we had $16.6 million in cash and cash equivalents, as compared to $15.0 million as of December 31, 2008. Working capital increased to $23.2 million at June 30, 2009 from $21.5 million at December 31, 2008. As of June 30, 2009, we had no short-term debt obligations.

Sources of Liquidity

Our primary sources of liquidity have been issuances of our securities and other capital raising activities.

The following table sets forth a comparison of the components of our liquidity and capital resources for the six months ended June 30, 2009 and 2008:

	(In thousands)
	2009			2008			$ Change			% Change
Cash provided by (used) in:
Operating activities	$	1,472		$	(3,773	)	$	5,245		>100
Investing activities		(371	)		277			(648	)	>(100)
Financing activities		(338	)		(141	)		(197	)	>(100)

Net cash provided by operations for the six months ended June 30, 2009 was $1.5 million, compared with net cash used in operations of approximately $3.8 million for the comparable period in the prior year. The change in operating cash flows was mainly a result of a decreased net loss in the first six months of 2009 as compared to 2008. Investing activities during the six months ended June 30, 2009 and 2008 consisted of capital expenditures, while financing activities during the six months ended June 30, 2009 and 2008 primarily consisted of repayments of debt obligations.

New Jersey NOL Program

The Company sold certain state NOL carryforwards in accordance with the State of New Jersey’s Corporation Business Tax Benefit Certificate Transfer program, or the Program, and generated cash benefits of $1.5 million, $1.1 million and $749 thousand for 2008, 2007 and 2006, respectively. The Program allowed certain high technology and biotechnology companies to sell unused NOL carryforwards to other New Jersey-based corporation business taxpayers. The carryforward period for the Company’s pre-qualified losses under this program have expired.

ReliaGene Debt

As part of the acquisition of ReliaGene on October 31, 2007, we assumed $948 thousand in debt comprised of a line of credit and various notes payable with outstanding balances of $260 thousand and $688 thousand, respectively. The line of credit was fully paid off during 2008 with a then outstanding balance of $170 thousand. The notes payable, which were secured by ReliaGene’s equipment, had interest rates ranging from 4.50% to 8.50% and maturity dates ranging from June 30, 2009 through September 5, 2011. In April 2009, we fully paid off the ReliaGene notes payable, along with all accrued interest.

Expected Uses of Liquidity in 2009

Throughout 2009, we plan to continue making investments in our business. We expect the following to be significant uses of liquidity: cost of service revenues, salaries and related personnel costs, laboratory supplies and equipment, fees for the collection of samples, facility expenses, marketing expenses and general and administrative costs. Actual expenditures may vary substantially from our estimates. In addition, we may make additional investments in future acquisitions of businesses or technologies which would increase our capital expenditures.

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We believe that our existing cash on hand will be sufficient to fund our operations at least through the next twelve months. We may need to raise additional capital to fund future growth opportunities, including future acquisitions of businesses or technologies, or to operate our ongoing business activities if our future results of operations fall below our current expectations. However, we may not be able to raise additional funds or raise funds on terms that are acceptable to us. If future financing is not available to us, or is not available on terms acceptable to us, we may not be able to fund our future operating needs. If we raise funds through equity or convertible securities, our stockholders may experience dilution and our stock price may decline.

We cannot provide assurance that our business or operations will not change in a manner that would consume available resources more rapidly than currently anticipated. We also cannot provide assurance that we will not require substantial additional funding before we can achieve profitable operations.

Commitments and Contingencies

There were no material changes during the six months ended June 30, 2009 to our contractual obligations and commercial commitments as reported in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

There were no changes during the six months ended June 30, 2009 to our critical accounting policies as reported in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

Recently Issued Accounting Pronouncements

Effective January 1, 2009, we adopted FAS No. 157,Fair Value Measurements(FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. FAS 157 does not expand or require any new fair value measures, however, the application of this statement may change current practice. The implementation of this standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted FAS No. 141 (revised 2007),Business Combinations (FAS 141(R)), which replaces FAS No. 141,Business Combinations. FAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. FAS 141(R) applies prospectively to our business combinations for which the acquisition date is on or after January 1, 2009. The implementation of this standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted FASB Staff Position (FSP) No. 142-3,Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under FAS 142. FSP 142-3 is intended to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS 141(R) and other GAAP. The measurement provisions of this standard apply only to intangible assets acquired on or after January 1, 2009.

Effective January 1, 2009, we adopted FSP Emerging Issues Task Force (EITF) Issue No. 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. The implementation of this standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted EITF Issue No. 07-5,Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock,

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including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. The implementation of this standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted FSP No. 133-1 and FIN No. 45-4,Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (FSP 133-1 and FIN 45-4). FSP 133-1 and FIN 45-4 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees. It also clarifies that the disclosure requirements of FAS 161 are effective for quarterly periods beginning after November 15, 2008, and fiscal years that include those periods. The implementation of this standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted EITF Issue No. 08-5,Issuer’s Accounting for Liabilities Measured at Fair Value With a Third-Party Credit Enhancement(EITF 08-5). EITF 08-5 provides guidance for measuring liabilities issued with an attached third-party credit enhancement (such as a guarantee). It clarifies that the issuer of a liability with a third-party credit enhancement (such as a guarantee) should not include the effect of the credit enhancement in the fair value measurement of the liability. The implementation of this standard did not have a material impact on our consolidated financial statements.

In May 2009, the FASB issued Statement No. 165,Subsequent Events (FAS 165). FAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may have occurred for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. We adopted FAS 165 as of June 30, 2009, which was the required effective date. The implementation of this standard did not have a material impact on our consolidated financial statements. We evaluated our June 30, 2009 financial statements for subsequent events through July 30, 2009, the date the financial statements were available to be issued. We are not aware of any subsequent events which would require recognition or disclosure in the financial statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

Our exposure to market risk is principally confined to our cash equivalents, which are conservative in nature, with a focus on preservation of capital. Due to the short-term nature of our investments and the investment policies and procedures, we have determined that the risks associated with interest rate fluctuations related to these financial instruments are not material to our business. There has not been any significant change to the interest rate sensitivity analysis we performed as of December 31, 2008.

Foreign Currency Risk

Our business derives a substantial portion of its revenues from international operations. We record the majority of our foreign operational transactions, including all cash inflows and outflows, in the local currency, British pound. We record all of our US operational transactions, including cash inflows and outflows, in US dollars. We expect that international sales will continue to represent a significant portion of our revenues. The significant percentage of our revenues derived from our UK operations makes us vulnerable to future fluctuations in the exchange rate, and while there is currently no material adverse impact to our financial results, future material adverse exchange rate movements would have an unfavorable translation impact on our consolidated financial results. We are prepared to hedge against any fluctuations in foreign currencies should such fluctuations have a material economic impact on us, although we have not engaged in hedging activities to date. There has not been any significant change to the foreign currency sensitivity analysis we performed as of December 31, 2008.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. As of June 30, 2009, we conducted an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer and Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the

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Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our President and Chief Executive Officer and Vice President and Chief Financial Officer concluded as of June 30, 2009 that our disclosure controls and procedures were adequate and effective.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(c) Limitations on the Effectiveness of Controls. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Chief Executive Officer and Vice President and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective at that reasonable assurance level. However, our management, including our President and Chief Executive Officer and Vice President and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within an organization have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results or outcomes to differ materially from those described in such forward-looking statements. These statements address or may address the following subjects:

• our expectation of the amount and timing of future revenues, expenses and other items affecting the results of our operations;

• our expectation that a tax review by UK taxing authorities of the 2005 tax year would not result in any additional tax liabilities;

• our belief that our forensic and paternity laboratory testing volumes, combined with those of ReliaGene, have increased our operational efficiencies;

• our belief that the significant decrease in CODIS business is a temporary decline as state backlogs continue to build;

• our belief that a contributing factor in the backlogs in CODIS business is the transition in the bidding process that has given the states a more decisive role in deciding to whom and when they can outsource their CODIS business;

• our belief that our experience and reputation as a reliable provider of services to government agencies is a valued credential that can be used in securing both new contracts and renewing existing contracts;

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• our belief that the actions we have taken to date have enabled us to successfully transition from our prior reliance on revenues derived from LGC to directly providing DNA testing services to police forces in the UK;

• our expectation that the remaining police forces in the UK will tender their work through the UK’s National Procurement Plan over at least the next 24 months;

• our belief that our existing cash on hand will be sufficient to fund our operations at least through the next twelve months;

• our intention to continue to vigorously defend ourselves against plaintiff’s claims in litigation relating to our May 5, 2000 IPO;

• our belief that litigation claims arising against us from the normal course of business will not have a material effect on our financial position and liquidity, but could have a material impact on our results of operations for any reporting period;

• our plan to continue to make investments in our business;

• our expectation about our significant uses of liquidity;

• our anticipation that we do not need to raise additional capital in 2009;

• our expectation that the adoption of various recently issued accounting pronouncements will not have a material impact on our consolidated financial statements;

• our expectation that international sales will continue to represent a significant portion of our revenues; and

• our expectation that our disclosure controls and procedures or our internal control over financial reporting will not prevent all error and all fraud.

While management makes its best efforts to be accurate in making forward-looking statements, such statements are subject to risks and uncertainties that could cause actual results to vary materially, including the risks and uncertainties discussed throughout this Quarterly Report on Form 10-Q and the cautionary information set forth under the heading “Risk Factors” appearing in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008. Except as required by law, we undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On or about November 21, 2001, a complaint was filed in the United States District Court for the Southern District of New York naming us as a defendant, along with certain of our former officers and underwriters. An amended complaint was filed on April 19, 2002. The complaint, as amended, purportedly was filed on behalf of persons purchasing our stock between May 4, 2000 and December 6, 2000, and alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The amended complaint alleges that, in connection with our May 5, 2000 initial public offering, or IPO, the defendants failed to disclose additional and excessive commissions purportedly solicited by and paid to the underwriter defendants in exchange for allocating shares of our stock to preferred customers and alleged agreements among the underwriter defendants and preferred customers tying the allocation of IPO shares to agreements to make additional aftermarket purchases at pre-determined prices. Plaintiffs claim that the failure to disclose these alleged arrangements made our registration statement on Form S-1 filed with the SEC in May 2000 and the prospectus, a part of the registration statement, materially false and misleading. Plaintiffs seek unspecified damages. We believe that the allegations are without merit and have, and intend to continue to, vigorously defend ourselves against plaintiffs’ claims. In this regard, on or about July 15, 2002, we filed a motion to dismiss all of the claims against us and our former officers. On October 9, 2002, the Court dismissed without prejudice only our former officers, Dale R. Pfost and Donald R. Marvin, from the litigation in exchange for us entering into a tolling agreement with plaintiffs’ executive committee. On February 19, 2003, we received notice of the Court’s decision to dismiss the Section 10(b)

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claims against us. Plaintiffs and the defendant issuers involved in related IPO securities litigation, including us, have agreed in principal on a settlement that, upon a one-time surety payment by the defendant issuers’ insurers, would release the defendant issuers and the individual officers and directors from claims and any future payments or out-of-pocket costs. On March 10, 2005, the Court issued a memorandum and order (i) preliminarily approving the settlement, contingent on the parties’ agreement on modifications of the proposed bar order in the settlement documents, (ii) certifying the parties’ proposed settlement classes, (iii) certifying the proposed class representatives for the purposes of the settlement only and (iv) setting a further hearing for the purposes of (a) making a final determination as to the form, substance and program of notice of proposed settlement and (b) scheduling a public fairness hearing in order to determine whether the settlement can be finally approved by the Court. On April 24, 2006, the Court held a fairness hearing and took the motion for final approval under advisement.

In related proceedings against the underwriters, the United States Court of Appeals for the Second Circuit ruled on December 5, 2006 that the District Court’s certification of class actions against the underwriters in six “focus” cases was vacated and remanded for further proceedings. In so doing, the Second Circuit ruled that “the cases pending on this appeal may not be certified as class actions.” On April 6, 2007, the Second Circuit denied the plaintiffs’ petition for rehearing, and no further appeals have been taken.

As a result of the Second Circuit’s ruling, the plaintiffs and the issuers stipulated on June 22, 2007 that the Stipulation and Agreement of Settlement with Defendant Issuers and Individuals, which was originally submitted to the Court on June 10, 2004, was terminated, which resolved the motion for final approval of the class action settlement with the issuers and individual defendants. The Court entered the parties’ stipulation as an Order on June 25, 2007. As a result of these developments, the plaintiffs have filed amended complaints against the underwriters and “focus case” issuers and individuals and are attempting to certify a class action.

In response to the amended complaints, the underwriters and “focus case” issuers moved to dismiss the amended complaints. On March 26, 2008, the motion to dismiss was granted in part and denied in part. As a result, the Court will proceed with the plaintiffs’ amended complaints against the underwriters and “focus case” issuers to determine whether class actions can be certified.

We are a defendant in litigation pending in the Southern District of New York entitled Enzo Biochem, Inc. et al. (Enzo) v. Amersham PLC, et al. (Amersham), filed in October 2002. By their complaint, plaintiffs allege that certain defendants (i) breached their distributorship agreements by selling certain products for commercial development (which they allege was not authorized), (ii) infringed plaintiffs’ patents through the sale and use of certain products, and (iii) are liable for unfair competition and tortious interference with contractual relations. We did not have a contractual relationship with plaintiffs, but we are alleged to have purchased the product at issue from one of the other defendants. We have sold the business unit that was allegedly engaged in the unlawful conduct. As a result, there is no relevant injunctive relief to be sought from us. The complaint seeks damages in an undisclosed amount. Most of the fact discovery in the case has been taken, and a Markman hearing to construe the patent claims was conducted in early July 2005. On July 17, 2006, the Court ruled in our favor on its construction of the patents asserted against us, and the co-defendants, including us, moved for summary judgment on all claims against us in January 2007. A hearing on the defendants’ motions for summary judgment occurred on July 17-18, 2007, and the Court reserved ruling on the motions, taking them under advisement. Such matter has been delayed due to the death of the judge and the assignment of a new judge.

In other litigation brought by Enzo against another defendant under the same patents asserted against us, a Connecticut Federal Court has invalidated the patents asserted there and asserted against us in the New York case. That decision is on appeal. As a result of these developments, the defendants in the Enzo v. Amersham case requested a conference before the Court in order to determine how to proceed. Such conference was held on March 4, 2008 and the Court has not yet ruled on such determination.

On June 5, 2008, we and Beckman filed suit against Sequenom in the United States District Court for the Southern District of California alleging infringement of U.S. patent numbers 5,888,819, 6,004,744 and 6,537,748. This lawsuit seeks damages and injunctive relief. Sequenom filed an answer and counterclaims on August 15, 2008. A reply to the counterclaims was filed on August 29, 2008. On June 22, 2009, the parties filed a stipulation of dismissal which dismissed the lawsuit with prejudice.

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Additionally, we have certain other claims against us arising from the normal course of our business. The ultimate resolution of such matters, including those cases disclosed above, in the opinion of management, will not have a material effect on our financial position and liquidity, but could have a material impact on our results of operations for any reporting period.

Item 1A. RISK FACTORS

There have not been any material changes to the risk factors disclosed under the heading “Risk Factors” appearing in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 5. OTHER INFORMATION

Not applicable.

Item 6. EXHIBITS

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ORCHID CELLMARK INC.
Date: July 31, 2009	By:	/s/ James F. Smith
		James F. Smith Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibits

Exhibit Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002